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— | business [2023/06/30 15:16] (current) – created - external edit 127.0.0.1 | ||
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+ | ====== Small Business: Legal Issues ====== | ||
+ | * Nonprofit Law and Consultation | ||
+ | * Amy Hereford – JD, PhD | ||
+ | * 6400 Minnesota Ave – Saint Louis, MO 63111 | ||
+ | * 314-972-4763 – amyhereford@gmail.com | ||
+ | * (c) www.ahereford.org | ||
+ | |||
+ | ---- | ||
+ | |||
+ | ===Introduction=== | ||
+ | * Research and Planning | ||
+ | * Assemble Resources | ||
+ | * Establish Legal Foundations | ||
+ | * Establish Financial Systems | ||
+ | * Establish Compliance Systems | ||
+ | * Establish Communications & Development | ||
+ | * Find a Site and Begin Operations | ||
+ | * Business Plan – Executive Summary | ||
+ | |||
+ | ---- | ||
+ | |||
+ | ===Entrepreneurship=== | ||
+ | * Rewards | ||
+ | * Profit - Freedom from the limits of standardized pay for standardized work. | ||
+ | * Independence - Freedom from supervision and the rules of bureaucratic organizations. | ||
+ | * Satisfying Way of Life - Freedom from routine, boring, unchallenging jobs. | ||
+ | |||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | * Risks | ||
+ | * Uncertainty of income | ||
+ | * Risk of losing entire investment | ||
+ | * Long hours and hard work | ||
+ | * Lower quality of life until the business gets established | ||
+ | * Complete responsibility | ||
+ | |||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | * Success | ||
+ | * Passion | ||
+ | * Persistence | ||
+ | * High need for achievement | ||
+ | * Willingness to take measured risks | ||
+ | * Confidence and self-reliance | ||
+ | * High energy level | ||
+ | * Desire for responsibility | ||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | * Routes to Small Business | ||
+ | * Startup | ||
+ | * Buyout | ||
+ | * Franchising | ||
+ | * Family Business | ||
+ | |||
+ | |||
+ | ---- | ||
+ | * Ideas for New Businesses | ||
+ | * New Market: Providing customers with a product/ service that is not in their market but already exists elsewhere. | ||
+ | * New Technology: Using a new technical process that provides the basis for new product or service ideas. | ||
+ | * New Benefit: Performing an old function for customers but in a new and improved way. | ||
+ | {{ :: | ||
+ | |||
+ | |||
+ | |||
+ | ===Business Plan=== | ||
+ | * The Mission Statement | ||
+ | * Important dates in beginning the business | ||
+ | * Names and roles of founders, key employees | ||
+ | * Location and description of site | ||
+ | * Description of services | ||
+ | * Funding sources | ||
+ | * Market highlights | ||
+ | * Strategic Development Plan for 1, 3, 5 years | ||
+ | |||
+ | |||
+ | |||
+ | ----- | ||
+ | **Business Plan - Needs Analysis** | ||
+ | * Define Market Segment | ||
+ | * Clearly define client/ | ||
+ | * How many potential clients are there? | ||
+ | * Where are they found? | ||
+ | * What are their characteristics? | ||
+ | * Identify other players | ||
+ | * Others providing similar services | ||
+ | * Others serving the same client base | ||
+ | * Similar service providers in other regions | ||
+ | |||
+ | |||
+ | ---- | ||
+ | **Business Plan – Organization Description** | ||
+ | * Overview of organization’s plan to meet the needs identified above | ||
+ | * Identify goods and services and describe how they will be provided | ||
+ | * Organization and Management | ||
+ | * Board Roles and Responsibilities | ||
+ | * Organizational Chart & Job Descriptions | ||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **Business Plan – Communication and Development** | ||
+ | * Communication | ||
+ | * Create communication plan | ||
+ | * Develop methods of maintaining contact with | ||
+ | * Clients and potential clients | ||
+ | * Grantors and donors and supporters | ||
+ | * Financing | ||
+ | * Create Financing plan | ||
+ | * Identify sources of funding | ||
+ | * Identify development strategies to engage the community | ||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **Business Plan – Financials** | ||
+ | * Financial Statements to Date | ||
+ | * Budget for start-up | ||
+ | * 3 months | ||
+ | * 6 months | ||
+ | * 1 year | ||
+ | * 2 years | ||
+ | * 3 years | ||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **Business Plan – Appendices** | ||
+ | * Resumes of key managers | ||
+ | * List of Services | ||
+ | * Letters of reference | ||
+ | * Details of market studies / needs analysis | ||
+ | * Relevant bibliography | ||
+ | * Legal documents | ||
+ | * Articles, Bylaws, Corporate Minutes | ||
+ | * Copies of leases; Building permits; Contracts | ||
+ | * Licenses, Insurance, etc. | ||
+ | * List of business consultants and professionals | ||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **Budget** | ||
+ | ^ Account ^ Startup ^ Year I ^ Year II ^ | ||
+ | |**Income**| . | . | . | | ||
+ | | Personal Funds | $5000 | . | . | | ||
+ | | Sales | $2000 | $15,000 | $30,000 | | ||
+ | |**Expenses**| . | . | . | | ||
+ | | Costs and Supplies | $2000 | $5000 |$7000 | | ||
+ | | Salary | $5000 | $10,000 | $23,000 | | ||
+ | |||
+ | ---- | ||
+ | |||
+ | **Assemble Resources** | ||
+ | * Based on Research and Planning | ||
+ | * Board Members | ||
+ | * Management | ||
+ | * Staff | ||
+ | * Funding & Resources | ||
+ | * Initial | ||
+ | * Development Plan | ||
+ | |||
+ | ---- | ||
+ | |||
+ | **Crowdfunding** | ||
+ | * Internet-facilitated fundraising | ||
+ | * Tax Laws still apply | ||
+ | * Charitable Solicitation Laws still apply | ||
+ | * Take account of costs and fees (3-15%) | ||
+ | * Equity, Loan, Gift | ||
+ | * Entrepreneur: | ||
+ | * Investor: many ideas, lack of due diligence | ||
+ | |||
+ | |||
+ | |||
+ | ==== Establish the Legal Foundations ==== | ||
+ | * Increasing burden of inter-related legal regulation | ||
+ | * Cost of these mistakes | ||
+ | * An attorney familiar with nonprofit law is an indispensable help in successfully meeting all these demands | ||
+ | * File with the State: | ||
+ | * Articles of Incorporation | ||
+ | * Articles of Organization | ||
+ | * Register a Partnership | ||
+ | * Draft operating document: | ||
+ | * Bylaws | ||
+ | * Operating Agreement | ||
+ | * Partnership Agreement | ||
+ | |||
+ | |||
+ | ===Forms of Ownership=== | ||
+ | * Sole Proprietorship | ||
+ | * Partnerships | ||
+ | * General | ||
+ | * Limited | ||
+ | * Corporations | ||
+ | * Regular Corporation | ||
+ | * Subchapter S Corporation | ||
+ | * Limited Liability Company | ||
+ | {{ :: | ||
+ | |||
+ | |||
+ | {{ :: | ||
+ | ===Choosing a Form=== | ||
+ | |||
+ | * Organizational costs | ||
+ | * Limited versus unlimited liability | ||
+ | * Continuity | ||
+ | * Transferability of ownership | ||
+ | * Management control | ||
+ | * Raising new equity capital | ||
+ | * Income taxes | ||
+ | |||
+ | |||
+ | ===Sole Proprietor=== | ||
+ | * A sole proprietorship is a business owned and operated by one person. | ||
+ | * There is generally no registration or filing fee. | ||
+ | * Liability is unlimited. | ||
+ | * The sole proprietorship is dissolved upon the proprietor’s death. | ||
+ | * Ownership of the company name and assets may be transferred. | ||
+ | * Management freedom is absolute. | ||
+ | * Capital is limited to the proprietor’s personal capital. | ||
+ | * Income from the business is taxed as personal income to the proprietor. | ||
+ | |||
+ | |||
+ | |||
+ | |||
+ | ==Checklist== | ||
+ | * Business Name | ||
+ | * Decide on a Name | ||
+ | * Research for others using that name | ||
+ | * Consider fictitious name or DBA | ||
+ | * Consider Trademark Registration | ||
+ | * Set up for | ||
+ | * State Sales tax | ||
+ | * Personal State and Federal tax | ||
+ | * Estimated Tax Withholding | ||
+ | * Set up a Finances | ||
+ | * Accounting | ||
+ | * Payment / Creditcard / Invoicing | ||
+ | * Bank accounts | ||
+ | * Arrange for pension | ||
+ | * Obtain all necessary business licenses | ||
+ | * Obtain apppropriate insurance | ||
+ | * Establish relationships with professionals | ||
+ | * Business attorney | ||
+ | * Accountant | ||
+ | * Develop a checklist for ongoing Legal Compliance | ||
+ | |||
+ | [[https:// | ||
+ | [[https:// | ||
+ | |||
+ | == Liability == | ||
+ | {{ :: | ||
+ | |||
+ | |||
+ | {{ :: | ||
+ | |||
+ | |||
+ | {{ :: | ||
+ | |||
+ | |||
+ | |||
+ | |||
+ | |||
+ | ===Partnership=== | ||
+ | * A partnership is a voluntary association of two or more persons to carry on, as co-owners, a business for profit. | ||
+ | * There is generally no registration or filing fee. | ||
+ | * Liability is unlimited. | ||
+ | * Unless the partnership agreement specifies otherwise, the partnership is dissolved upon withdrawal or death of a partner. | ||
+ | * Transferring ownership requires the consent of all partners. | ||
+ | * A majority vote of partners is required for control. | ||
+ | * Capital is limited by the partners’ ability and desire to contribute. | ||
+ | * Income from the business is taxed as personal income. | ||
+ | |||
+ | ==Limited Partnership== | ||
+ | * Limited Partners invest in your business but are not otherwise active | ||
+ | * A written certificate must be filed with proper state office. | ||
+ | * Liability is limited to investment for limited partners. | ||
+ | * Withdrawal or death of limited partners does not affect the continuity of the business. | ||
+ | * Limited partners may sell their interest. | ||
+ | * Limited partners are not permitted any involvement in management. | ||
+ | * Limited partners’ limited liability provides a strong inducement in raising capital. | ||
+ | * Income from the business is taxed as personal income. | ||
+ | |||
+ | [[https:// | ||
+ | |||
+ | |||
+ | ==Checklist== | ||
+ | * Name | ||
+ | * Decide on a Name | ||
+ | * Research for others using that name | ||
+ | * Consider fictitious name or DBA | ||
+ | * Consider Trademark Registration | ||
+ | * Set Up Partnership | ||
+ | * Record Partners names, ID#'s, record of ownership | ||
+ | * Set up partnership agreements | ||
+ | * Set up buy/sell - change in partnership interest agreements | ||
+ | * Establish contributions, | ||
+ | * Establish | ||
+ | * Federal Tax ID# | ||
+ | * State Tax ID# | ||
+ | * State Sales Tax ID# | ||
+ | * State Unemployment, | ||
+ | * Apply for required operating permits, licenses, bonds, etc. | ||
+ | * Set up a Finances | ||
+ | * Establish appropriate accounting methods (tax year, cash vs. accrual, etc.) | ||
+ | * Set up acceptable bookkeeping system | ||
+ | * Establish expence procedures | ||
+ | * Set up bank / checking accounts | ||
+ | * Purchase Insurance | ||
+ | * Employees | ||
+ | * Personnel procedures / manual | ||
+ | * Establish Payroll procedures | ||
+ | * Establish relationship with professionals | ||
+ | * Bank | ||
+ | * Attorney | ||
+ | * Accountant | ||
+ | * Consider a business pension plan | ||
+ | * Develop a checklist for ongoing Legal Compliance | ||
+ | |||
+ | |||
+ | |||
+ | ==Partnership Agreement== | ||
+ | - Name, Business and Location | ||
+ | - Term | ||
+ | - Capital - Contribution and ownership. | ||
+ | - Profit and Loss - How it is shared. | ||
+ | - Salaries and Drawings - No salary, but can draw on partner credit. | ||
+ | - Interest. No interest. | ||
+ | - Management Duties, Restrictions and Decisionmaking. | ||
+ | - Banking. | ||
+ | - Books. Accounting, access and fiscal year. | ||
+ | - Voluntary Termination. Distributions on termination to pay outstanding liabilities and obligations, | ||
+ | - Death. | ||
+ | - Disputes and Choice of Law - Any controversy or claim arising out of or relating to this Agreement, or the breach | ||
+ | |||
+ | |||
+ | ===Corporation=== | ||
+ | | Articles of Incorporation | ||
+ | |||
+ | ==Articles of Incorporation and Bylaws== | ||
+ | ** Articles of Incorporation** | ||
+ | * Gives the organization a separate legal existence | ||
+ | * Filed with Secretary of State | ||
+ | * Generally a fill in form, but care must be taken in drafting purpose clauses | ||
+ | * Agreement with the state to establish and maintain the corporation: | ||
+ | * Regular filing responsibilities, | ||
+ | |||
+ | |||
+ | [[https:// | ||
+ | |||
+ | |||
+ | ---- | ||
+ | **Bylaws** | ||
+ | * Law for the Corporation | ||
+ | * Board Governance | ||
+ | * Purpose | ||
+ | * Board qualifications, | ||
+ | * Board powers and responsibilities, | ||
+ | * Meetings, notice, decisionmaking | ||
+ | * Reporting requirements | ||
+ | * Financial structure | ||
+ | * Officers qualifications, | ||
+ | * Committees | ||
+ | * Amendment and dissolution | ||
+ | |||
+ | ---- | ||
+ | ==Subchapter S Corporation== | ||
+ | * It is taxed as a partnership. | ||
+ | * Eligibility requirements are as follows: | ||
+ | * No more than 75 stockholders are allowed. | ||
+ | * All stockholders must be individuals or qualifying estates and trusts. | ||
+ | * Only one class of stock can be outstanding. | ||
+ | * The corporation must be a domestic one. | ||
+ | * No nonresident alien stockholders are permitted. | ||
+ | * The S corporation cannot own more than 79 percent of the stock of another corporation. | ||
+ | * Benefits | ||
+ | * Tax Savings. No double tax | ||
+ | * Business Expense Tax Credits. Some business expense writeoffs. | ||
+ | * Independent Life. Keeps Business separate from life. | ||
+ | |||
+ | |||
+ | |||
+ | ==Checklist== | ||
+ | * Name | ||
+ | * Decide on a Name | ||
+ | * Research for others using that name | ||
+ | * Consider fictitious name or DBA | ||
+ | * Consider Trademark Registration | ||
+ | * Set Up Corporation | ||
+ | * File Articles of Incorporation | ||
+ | * Adopt Bylaws for the Corporation | ||
+ | * Determine who will be Directors and Officers | ||
+ | * Set up and issue Stock | ||
+ | * Establish Corporate Minutes books | ||
+ | * Set up shareholder agreements (if more than one active owner) | ||
+ | * Set up buy/sell stock redemption agreement | ||
+ | * Arrange for any asset / liability transfers to corporation | ||
+ | * Apply for Subchapter S, if applicable | ||
+ | * Establish | ||
+ | * Federal Tax ID# | ||
+ | * State Tax ID# | ||
+ | * State Sales Tax ID# | ||
+ | * State Unemployment, | ||
+ | * Apply for required operating permits, licenses, bonds, etc. | ||
+ | * Set up a Finances | ||
+ | * Establish appropriate accounting methods (tax year, cash vs. accrual, etc.) | ||
+ | * Set up acceptable bookkeeping system | ||
+ | * Establish expence procedures | ||
+ | * Set up bank / checking accounts | ||
+ | * Purchase Insurance | ||
+ | * Employees | ||
+ | * Personnel procedures / manual | ||
+ | * Establish Payroll procedures | ||
+ | * Establish relationship with professionals | ||
+ | * Bank | ||
+ | * Attorney | ||
+ | * Accountant | ||
+ | * Consider a business pension plan | ||
+ | * Develop a checklist for ongoing Legal Compliance | ||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | |||
+ | **Develop a Corporate Record-keeping System** | ||
+ | * Records System | ||
+ | * Board, Management and Staff Records | ||
+ | * Finanical records | ||
+ | * Management | ||
+ | * Compliance (tax, grants, etc) | ||
+ | * Record Creation and Use | ||
+ | * Access and confidentiality | ||
+ | * Storage | ||
+ | * Security | ||
+ | * Record Retention and Destruction | ||
+ | * Legal implications | ||
+ | * When and How | ||
+ | |||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **State and Local Requirements** | ||
+ | * Income Tax (state) | ||
+ | * Sales Tax (state and local) | ||
+ | * Property Tax (local) | ||
+ | * Franchise Tax, etc. (state and local) | ||
+ | * Licenses | ||
+ | |||
+ | |||
+ | |||
+ | |||
+ | == Missouri == | ||
+ | * Articles of Incorporation (SOS) | ||
+ | * Apply for sales tax ID from the state (DOR) | ||
+ | * Annual Report (SOS) (AG) | ||
+ | |||
+ | |||
+ | ---- | ||
+ | **Local Regulatory Issues** | ||
+ | * Business licenses and permits | ||
+ | * Licensing and insurance of professionals | ||
+ | * Business license | ||
+ | * Check Secretary of State website | ||
+ | * Zoning laws and municipal regulations | ||
+ | * Check city, county, municipal offices for necessary permits, regulations, | ||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **Employment and Payroll** | ||
+ | * Federal Employment Laws | ||
+ | * State Employment Laws | ||
+ | * Industry Employment Requirements | ||
+ | * Payroll | ||
+ | * Exempt vs Nonexempt Employees and Overtime | ||
+ | * Withholding Accounting and Payment | ||
+ | * Employment Handbook | ||
+ | |||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **Intellectual Property** | ||
+ | * **Offensive and Defensive** | ||
+ | * **Trademark** exclusively identifies the source or origin of products or services | ||
+ | * **Copyright** is a set of exclusive rights regulating the use of a particular expression of an idea or information | ||
+ | * **Patent** is a set of exclusive rights granted by a state for a fixed period of time which is new and useful | ||
+ | |||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **Checklist for Corporate Legal Compliance** | ||
+ | * Board Meetings and Minutes | ||
+ | * Annual Filings | ||
+ | * Federal Tax | ||
+ | * State Corporate filings | ||
+ | * State Tax | ||
+ | * Permits, licenses | ||
+ | * Municipal filings and tax | ||
+ | * Financial and Audit Requirements | ||
+ | * Employment | ||
+ | * Contracts and Insurance | ||
+ | |||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **Policies and Procedures** | ||
+ | * Staff Policies and Procedures | ||
+ | * Staff Record Management Policies and Procedures | ||
+ | * Staff Budget and Financial Policies and Procedures | ||
+ | * Employment Policies | ||
+ | * Staff Training Policies | ||
+ | * Client Services Policies and Procedures | ||
+ | * Character of Policies and Procedures | ||
+ | * Clear, useable and available to staff | ||
+ | * Managerial and organizational | ||
+ | * Drafted to anticipate and prevent legal problems. | ||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **Establish Financial Systems** | ||
+ | * Develop an accounting system and budget. | ||
+ | * Gone are the days of shoe box accounting. | ||
+ | * Professional help in this area is important. | ||
+ | * Board Financial Management must ensure appropriate | ||
+ | * Oversight, recordkeeping and reporting. | ||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **Find a Site and Plan to Begin Operations** | ||
+ | * All the hard work begins to pay off in services offered to clients. | ||
+ | * Ensure Policy / Procedures Compliance | ||
+ | * Ensure Recordkeeping | ||
+ | * Regularly review operations | ||
+ | * Update policies and procedures as required | ||
+ | |||
+ | |||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **Legal Duties** | ||
+ | * __Duty of Care__: Take reasonable care when making decisions for the organization, | ||
+ | * __Duty of Loyalty__: Act in the best interest of the organization, | ||
+ | * Recusal: Stand aside when there is a conflict of interest | ||
+ | * __Duty of Obedience__: | ||
+ | |||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | == Board Governance == | ||
+ | **Boards and Management** | ||
+ | |||
+ | {{ :: | ||
+ | |||
+ | |||
+ | {{ :: | ||
+ | |||
+ | |||
+ | ---- | ||
+ | ===LLC=== | ||
+ | Limited Liability Company | ||
+ | * Limited liability for owners | ||
+ | * Taxed as a partnership | ||
+ | * Easier to establish, manage and control than corporations | ||
+ | * Now in all 50 states | ||
+ | * Limited transfer of ownership | ||
+ | * May be cumbersome to share or transfer ownership (unanimous written consent) | ||
+ | |||
+ | |||
+ | |||
+ | ==Checklist== | ||
+ | * Name | ||
+ | * Decide on a Name | ||
+ | * Research for others using that name | ||
+ | * Consider fictitious name or DBA | ||
+ | * Consider Trademark Registration | ||
+ | * Set Up LLC | ||
+ | * File Articles of Organization with the State | ||
+ | * Adopt operating agreement | ||
+ | * Agree on ownership, capital contribution, | ||
+ | * Establish | ||
+ | * Federal Tax ID# | ||
+ | * State Tax ID# | ||
+ | * State Sales Tax ID# | ||
+ | * State Unemployment, | ||
+ | * Apply for required operating permits, licenses, bonds, etc. | ||
+ | * Set up a Finances | ||
+ | * Establish appropriate accounting methods (tax year, cash vs. accrual, etc.) | ||
+ | * Set up acceptable bookkeeping system | ||
+ | * Establish expence procedures | ||
+ | * Set up bank / checking accounts | ||
+ | * Purchase Insurance | ||
+ | * Employees | ||
+ | * Personnel procedures / manual | ||
+ | * Establish Payroll procedures | ||
+ | * Establish relationship with professionals | ||
+ | * Bank | ||
+ | * Attorney | ||
+ | * Accountant | ||
+ | * Consider a business pension plan | ||
+ | * Develop a checklist for ongoing Legal Compliance | ||
+ | |||
+ | |||
+ | ==Operating Agreement== | ||
+ | - Introductory matters: formation, regulation of internal affairs, limitation of authority of a member, power to contract debts, use of legal company name, registered office/ | ||
+ | - Start-up matters: maintenance of record book, establishment of bank accounts, reimbursement for organizational expenses, and LLC certificate | ||
+ | - Members: initial members, capital contributions and withdrawals, | ||
+ | - Management and control of the business including elections, annual/ | ||
+ | - Capital accounts | ||
+ | - Allocations of net profits, net losses, and distributions | ||
+ | - Accounting, records, and reporting | ||
+ | - Transfer and assignment of interest | ||
+ | - Dissolution, | ||
+ | - Indemnification | ||
+ | |||
+ | |||
+ | ====Six Agreements==== | ||
+ | |||
+ | **1. Operating Agreement / Bylaws** | ||
+ | - identification of the owners; | ||
+ | - board of directors; | ||
+ | - voting rights; | ||
+ | - allocation of profits and losses; | ||
+ | - meeting times and places, | ||
+ | - owners' | ||
+ | - addition of new owners; | ||
+ | - the right to sell or transfer stock or membership interests, and | ||
+ | - amendment and dissolution | ||
+ | |||
+ | ---- | ||
+ | **2. Buy / Sell Agreement** | ||
+ | - value of the company; | ||
+ | - family members able and willing to succeed; | ||
+ | - compensation of non-involved partners/ | ||
+ | - income for spouse/ | ||
+ | - transfer of ownership outside partners/ | ||
+ | - tax planning; | ||
+ | - funding; and | ||
+ | - when, why, how quickly | ||
+ | |||
+ | ---- | ||
+ | **3. Contracts with vendors and customers** | ||
+ | - goods/ | ||
+ | - price, | ||
+ | - timeline, | ||
+ | - payment terms, | ||
+ | - breach and remedies. | ||
+ | |||
+ | |||
+ | |||
+ | ---- | ||
+ | **4. Promissory notes, guarantees, security, releases** | ||
+ | |||
+ | **5. Corporate Minutes** | ||
+ | - attendees, | ||
+ | - reports, | ||
+ | - elections of officers, | ||
+ | - resolutions | ||
+ | |||
+ | **6. Non-compete, | ||
+ | - subject matter, | ||
+ | - geographic scope, | ||
+ | - timeframe, | ||
+ | - breach and remedies | ||
+ | |||
+ | |||
+ | ====Dissolution & Winding Down==== | ||
+ | - Close the Business As Required your Organizing Documents | ||
+ | - File with the State | ||
+ | - Notify the IRS and State and Local Tax Agencies | ||
+ | - Plan the Closing of Operations | ||
+ | - Cancel Business Licenses | ||
+ | - Terminate Contracts | ||
+ | - Notify Customers / Clients | ||
+ | - Liquidate Stock, Supplies and Equipment | ||
+ | - Plan staffing / severance | ||
+ | - Notification to Creditors | ||
+ | - Settle Creditor Claims | ||
+ | - Collect Money Owed to the Business | ||
+ | - Inform Other Stakeholders About the Closure | ||
+ | - Sell and Distribute Your Assets | ||
+ | - Meet with a Business Attorney Before You Dissolve Your Business | ||
+ | |||
/users/ahereford.org/htdocs/canonlaw/data/pages/business.txt · Last modified: 2023/06/30 15:16 by 127.0.0.1